Go Back Email this Link to a friend


Harmony - South African High Court rules against Harmony

Release Date: 20/05/2005 16:14:01      Code(s): HAR
Harmony - South African High Court rules against Harmony                        
Harmony Gold Mining Company Limited                                             
(Incorporated in the Republic of South Africa)                                  
(Registration number 1950/038232/06)                                            
Share code: HAR     ISIN: ZAE000015228                                          
("Harmony")                                                                     
20 May 2005                                                                     
South African High Court rules against Harmony                                  
Harmony notes with surprise the judgment of the Witwatersrand Local Division of 
the High Court of South Africa to the effect that Harmony"s subsequent offer for
Gold Fields lapsed at midnight on 18 December 2004.  Accordingly, the subsequent
offer is no longer in force and no further Gold Fields shares tendered into the 
subsequent offer will be settled.  Acceptances in respect of 22,927 Gold Fields 
shares were settled by Harmony on Tuesday, 17 May 2005, in accordance with the  
provisions of the offer and the Securities Regulation Code.  Harmony will       
investigate the need and mechanisms for unwinding such settlements.             
Harmony will decide whether or not to appeal the judgment after having had an   
opportunity to consider the reasons given for the judgment.  Given the          
situation, Harmony does not see any merit in becoming embroiled in a costly     
legal process unnecessarily.                                                    
The ruling has no effect on the early settlement offer.  Accordingly, following 
its early settlement offer, and including the acceptances referred to above,    
Harmony owns a total of 56,629,409 Gold Fields shares representing approximately
11.5% of the entire issued share capital of Gold Fields.                        
CE Bernard Swanepoel said: "Whilst I am surprised that the High Court reached   
this decision, the impact on Harmony is minimal.  The judgment impacts only on  
those Gold Fields shareholders that have accepted the subsequent offer.  Harmony
had already chosen not to pay the price indicated by the prevailing market ratio
as this would have resulted in too great a transfer of value to Gold Fields     
shareholders and would have been contrary to Harmony"s commitment to always act 
in the best interests of its shareholders.  Our bid was neither value destroying
nor anything other than a legitimate offer from one set of shareholders to      
another designed to assist the South African gold mining industry on its        
inevitable course to consolidation.                                             
Following the offer, we now have a substantial asset in our Gold Fields shares, 
currently worth about R3.6 billion, and look forward to concrete evidence that  
the Gold Fields" board has a coherent strategy in place to deliver on any of its
promises in a manner that is in the best interests of all of its shareholders,  
now including Harmony."                                                         
ENDS                                                                            
Issued by (direct line, mobile, email):                                         
Harmony Gold                                                                    
Ferdi Dippenaar     +27 11 684 0140     +27 82 807 3684                         
Brenton Saunders    +27 11 684 0140                                             
Vusi Magadana       +27 11 684 0140                                             
South Africa -      Beachhead Media & Investor Relations                        
Jennifer Cohen +    27 11 214 2401      +27 82 468 6469     jennifer@bmsa.co.za 
Patrick Lawlor      +27 11 214 2410     +27 82 459 6709     patrick@bmsa.co.za  
United States -     Financial Dynamics Business Communications                  
Hollis Rafkin-Sax   +1 212 850 5789     +1 917 509 0255    hrafkin-sax@fd-us.com
Torie Pennington    +1 212 850 5629     +1 917 838 1369    tpennington@fd-us.com
United Kingdom -    Financial Dynamics Business Communications                  
Nic Bennett         +44 207 269 7115   +44 7979 536 619     nic.bennett@fd.com  
Charles Watenphul   +44 207 269 7216   +44 7866 438 013 charles.watenphul@fd.com
US Information Agent - MacKenzie Partners, Inc                                  
Daniel Burch        +212 929 5500                 proxy@mackenziepartners.com   
Steve Balet         +800 322 2885                                               
Unless the context otherwise requires, the definitions contained in the offer   
document or the registration statement sent to Gold Fields shareholders have the
same meaning in this announcement.                                              
The directors of Harmony accept responsibility for the information contained in 
this announcement.  To the best of the knowledge and belief of the directors of 
Harmony (who have taken all reasonable care to ensure that such is the case),   
the information contained in this announcement is in accordance with the facts  
and does not omit anything likely to affect the import of such information.     
In connection with the proposed acquisition of Gold Fields, Harmony has filed a 
registration statement (File no: 333-120975) on Form F-4 (which was declared    
effective by the Securities and Exchange Commission ("SEC") on February 28,     
2005) and filed a final prospectus, dated February 25, 2005, with the SEC       
pursuant to Rule 424(b)(3) of the Securities Act of 1933, to register the       
Harmony ordinary shares (including Harmony ordinary shares represented by       
Harmony American Depositary Shares ("ADSs")) to be issued in exchange for Gold  
Fields ordinary shares held by Gold Fields shareholders located in the United   
States and for Gold Fields ADSs held by Gold Fields shareholders wherever       
located, as well as a Statement on Schedule TO. Investors and holders of Gold   
Fields securities are strongly advised to read the registration statement, the  
related exchange offer materials and the final prospectus, the Statement on     
Schedule TO and any other relevant documents filed with the SEC, as well as any 
amendments and supplements to those documents, because they contain important   
information. Investors and holders of Gold Fields securities may obtain free    
copies of the registration statement, related exchange offer materials, the     
final prospectus and the Statement on Schedule TO, as well as other relevant    
documents filed or to be filed with the SEC, at the SEC"s web site at           
www.sec.gov. Investors and holders of Gold Fields securities will receive       
information at an appropriate time on how to obtain transaction-related         
documents for free from Harmony or its duly designated agent.  The final        
prospectus and other transaction-related documents may be obtained for free from
MacKenzie Partners, Inc., the information agent for the U.S. offer, at the      
following address: 105 Madison Avenue, New York, New York 10016; telephone 1    
(212) 929 5500 (call collect) or 1 (800) 322 2885 (toll-free call); e-mail      
proxy@mackenziepartners.com.                                                    
This communication is for information purposes only. It shall not constitute an 
offer to purchase or exchange or the solicitation of an offer to sell or        
exchange any securities of Gold Fields or an offer to sell or exchange or the   
solicitation of an offer to buy or exchange any securities of Harmony, nor shall
there be any sale or exchange of securities in any jurisdiction in which such   
offer, solicitation or sale or exchange would be unlawful prior to the          
registration or qualification under the laws of such jurisdiction. The          
distribution of this communication may, in some countries, be restricted by law 
or regulation. Accordingly, persons who come into possession of this            
communication should inform themselves of and observe these restrictions. The   
solicitation of offers to buy Gold Fields ordinary shares (including Gold Fields
ordinary shares represented by Gold Fields ADSs) in the United States will only 
be made pursuant to a prospectus and related offer materials that Harmony has   
sent to holders of Gold Fields securities. The Harmony ordinary shares          
(including Harmony ordinary shares represented by Harmony ADSs) may not be sold,
nor may offers to buy be accepted, in the United States prior to the time the   
registration statement becomes effective. No offering of securities shall be    
made in the United States except by means of a prospectus meeting the           
requirements of Section 10 of the United States Securities Act of 1933, as      
amended.                                                                        
Date: 20/05/2005 04:14:07 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                                             
                                                                                
                                                                                
                                                                                



                                        
Email this JSE Sens Item to a Friend.

Send e-mail to
© 2019 SHARENET (PTY) Ltd, Cape Town, South Africa
Home     Terms & conditions    Privacy Policy
    Security Notice    Contact Details
Market Statistics are calculated by Sharenet and are therefore not the official JSE Market Statistics. The calculation/derivation may include underlying JSE data.